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Governance Directors’ report continued Directors’ interests The Directors’ interests in the share capital of the Company, as defined by the Companies Act 1985, on the relevant dates were: 28 Oct 26 Oct 26 Feb Ordinary Shares 2007 2008 2009 D P J Ross 3,989,296 3,989,296 3,989,296 M R Peacock 3,565,453 2,907,953 2,907,953 R H E Powell 5,000 5,000 5,000 J A B Kelly 9,241 11,241 13,241 Non-beneficial 2,000 2,000 2,000 N R Carrick 2,067 2,067 2,067 D W Hobdey 1,521 1,521 1,521 M Lejman – 36,425 36,425 M R Reynolds – – – Y Ophir – – – All shareholdings are beneficial unless otherwise stated. Details of Directors’ options may also be found in the report by the Remuneration Committee on page 34. Substantial shareholdings At 26 February 2009 HSBC Global Custody Nominees Limited holds 5,888,569 (22.30%) ordinary shares. The Rappaport family Trusts controls the exercise of the voting power relating to these interests, Mr D P J Ross (Director) holds 3,989,296 (15.11%) ordinary shares, Hanover Investors Limited holds 2,907,953 (11.01%) ordinary shares, Aberdeen Asset Management holds 1,192,658(4.52%) ordinary shares, the Melville family holds 2,586,916 (9.80%) ordinary shares and Henderson Global Investors holds 805,286 (3.05%) ordinary shares. Other shareholdings Mr F W Wood and Mr N R Carrick are trustees of a Trust which has powers to acquire 7.50% preference shares of the Company. These shares, of which there are 50,250 in issue, are unquoted. At 26 February 2009 the Trust has acquired a total of 27,436 and will continue to acquire these shares as and when they are offered. Community support and charitable donations Charitable donations made by the Group during the year amounted to £13,000. Employees Details of the number of Employees by business are shown in note 8 on page 54. By various means, efforts are made to encourage Employee involvement in the Group and to disseminate information to increase awareness of its activities and the decisions taken which affect Employees’ interests. The Group has for many years employed disabled persons whenever appropriate and has made special efforts in respect of existing Employees who have become disabled during their service. Full consideration is given to the career development of such individuals. 30 Cosalt plc Annual report & financial statements 2008 Directors’ report Supplier payment policy It is the policy of the Company and its UK subsidiaries to establish terms of payment with suppliers when agreeing the terms of business. The aim is to despatch cheques to settle undisputed accounts on the due date, or where other means of payment are used, to deliver funds as if payment had been made by cheque. The number of days’ purchases outstanding at the end of the financial year was 97 days for the Group and 75 days for the Company. Forward-looking statements This Annual Report may contain forward-looking statements based on current expectations of, and assumptions and forecast made by, Group management. Various known and unknown risks, uncertainties and other factors could lead to substantial differences between the actual future results, financial situation development or performance of the Group and the estimates and historical results given herein. Undue reliance should not be placed on forward-looking statements which speak only as of the date of this document. The Group accepts no obligation to publicly revise or update these forward-looking statements or adjust them to future events or developments, whether as a result of new information, future events or otherwise, except to the extent legally required. Disclosure of information to Auditors The Directors who held office at the date of approval of this Directors’ report confirm that, so far as they are aware, there is no relevant audit information of which the Company’s Auditors are unaware; and each Director has taken all the steps that he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Company’s Auditors are aware of that information. Auditors The Auditors, KPMG Audit Plc, have expressed their willingness to continue in office. In accordance with Section 384 of the Companies Act 1985, a resolution for their appointment will be proposed at the Annual General Meeting. By order of the Board N R Carrick Secretary Fish Dock Road, Grimsby 26 February 2009
Governance Remuneration report Remuneration Committee report to the Members of Cosalt plc The parts of this report which are subject to audit are indicated with an asterisk. Remuneration Committee The Remuneration Committee consists of Mr Hobdey, Mr Kelly and is chaired by Mr Powell. The Committee met three times during the year with all Committee Members in attendance. The Committee determines the remuneration of Parent Board Directors and Senior Executives and makes recommendations to the main Board in connection with the various Share Option Schemes. In framing its remuneration policy, the Committee has given full consideration to Section B of the Combined Code and the report has been prepared in accordance with the Directors’ Remuneration Regulations 2002. As required by these Regulations, a resolution to approve the report will be proposed at the Annual General Meeting. Remuneration policy Basic policy The remuneration policy is designed to attract, retain and incentivise Senior Executives with the appropriate managerial and professional expertise to realise the Group’s business objectives. Remuneration packages consist of fixed elements of basic salary, pension entitlements and benefits in kind, typically a car or car allowance and private health insurance, plus performance related elements being an annual cash bonus scheme linked to Group or individual business performance and personal objectives and participation in the Performance Share Plan. The Remuneration Committee in setting basic salaries and fees has used market data on remuneration levels in companies which it considers to be comparable in the broad business sectors in which the Group operates and by reference to market capitalisation and annual turnover. The remuneration of the Chairman is determined in his absence by the Remuneration Committee after consultation with the Chief Executive Officer and reflects the nature and extent of his part-time responsibilities. The fees of Non executive Directors are determined by the Board with individual Non executive Directors abstaining from voting. Bonus payments and benefits do not form part of pensionable salary. Annual performance related bonus scheme Performance payments are based upon a combination of profit and working capital targets linked to base salaries. Targets are agreed each year with the Remuneration Committee. Share options Two Executive Share Option Schemes and Long Term Incentive Plans were set up in January 1997. The Committee had made regular awards of options to Executive Directors and other Senior Executives. The schemes expired in February 2007 and no further options will be issued under the schemes. Performance criteria have been attached to all options granted under these schemes. Options will not be exercisable until the Company’s earnings per share have grown by 2% per annum above the Retail Price Index, over a rolling three-year period. A deferred bonus plan involving the issue of matching shares to Executives was introduced in March 2006, but so far no awards have been made under this Scheme. A Performance Share Plan was introduced following approval by Shareholders at the AGM in March 2007. It provides for awards of either nil (or nominal) cost share options or restricted shares. Two awards of restricted shares were made in the previous year but both awards have now lapsed. Awards of nil cost options were made during the year to Parent Board Directors and Senior Executives. The remuneration committee set a performance target in respect of these options over a fixed 3 year period ending in October 2011 that the annual adjusted EPS must increase by 5% plus RPI per annum for 25% of the award to vest and at 13% plus RPI per annum for 100% of the award to vest with a sliding scale operating in between these two levels. Cosalt plc Annual report & financial statements 2008 31
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